EXHIBIT
      10.4

    


    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the "Agreement") is by and between BioBalance
      LLC, a Delaware limited liability company (the "Company"), and Yitz
      Grossman, the purchaser signatory hereto ("Subscriber"), who is
      subscribing hereby for the membership interests of the Company set forth on
      the
      signature page hereto (the "Membership Interests"), pursuant to that
      certain Settlement Agreement, of even date herewith (the “Settlement
      Agreement”), among Emerald Asset Management, Inc., a Delaware corporation,
      Yitz Grossman, an individual, New York Health Care, Inc., a New York
      corporation, and The BioBalance Corporation, a Delaware corporation, subject
      to
      the terms and conditions set forth herein.

    


    In
      consideration of the representations, warranties and covenants made herein,
      which are deemed adequate and sufficient consideration in all respects, the
      undersigned Subscriber and the Company agree as follows:

    


    1. Subscription.
      The
      Subscriber hereby subscribes for the Membership Interests for the consideration
      set forth in the Settlement Agreement. 

    


    2. Representations
      and Warranties of Subscriber.
      The
      Subscriber hereby represents and warrants to the Company that:

    


    (a) Subscriber
      is aware that investment in the Company involves a high degree of risk and
      should not be made unless the Subscriber is prepared to, and can afford to,
      lose
      its entire investment;

    


    (b) Subscriber
      (i) has sufficient knowledge, sophistication and experience in business and
      finance to capably evaluate information concerning an investment in the Company,
      (ii) has had an opportunity to ask detailed questions and receive
      satisfactory answers from representatives of the Company, (iii) has had
      adequate opportunity to request and review any and all documents and other
      information relevant to Subscriber's consideration of investment in the Company,
      (iv) has obtained from the Company sufficient information, in Subscriber's
      sole
      determination, to fully evaluate the merits and risks of an investment in the
      Company, (v) has independently considered and discussed such prospective
      investment with the Subscriber’s business, legal, tax and financial advisers as
      to the suitability of such investment with respect to the Subscriber’s
      particular financial situation, and (vi) on the basis of the foregoing, the
      Subscriber has determined that investment in the Membership Interests is a
      suitable investment;

    


    (c) The
      Subscriber acknowledges that (i) on prior notice to Subscriber, the Company
      may
      make additional offerings of Membership Interests in the future which may cause
      the Subscriber and other members of the Company to experience dilution of their
      respective percentage ownership of the Company, and any such Membership
      Interests subsequently offered may have rights, preferences or privileges senior
      to those of the Subscriber, (ii) on prior notice to Subscriber, the Company
      may
      determine that it is necessary to incur indebtedness to finance its operations,
      which could restrict the Company's operations, and (iii) there can be no
      assurance that any required additional equity or debt financing will be
      available on terms favorable to the Company, if at all; 

    


    (d) The
      Subscriber acknowledges that neither the U.S. Securities and Exchange Commission
      (the "SEC")
      nor
      any state securities commission has approved the Membership Interests offered
      or
      passed upon or endorsed the merits of this offering; the Subscriber understands
      and agrees that the Membership Interests have not been registered (i) under
      the
      Securities Act of 1933, as amended (the "Securities
      Act"),
      with
      the SEC in reliance upon the exemption from such registration requirements
      afforded by Rule 701, or by Section 4(2) and Rule 506, of the Securities Act,
      or
      (ii) with any state securities commission. Subscriber understands that
      Subscriber is subject to further restrictions imposed pursuant to the terms
      of
      the Company’s operating agreement (the “Operating
      Agreement”),
      which
      the Subscriber will be required to execute as a condition to the sale of
      Membership Interests. The Subscriber acknowledges that the Company has no
      obligation to cause the registration of the Membership Interests;

    


    (e) The
      Subscriber acknowledges that, in addition to the terms of the Operating
      Agreement, unless and until the Membership Interests are registered, there
      are
      substantial restrictions on the transferability of the Membership Interests;
      that the Subscriber must bear the economic risk of an investment in the
      Membership Interests, in each case because the Membership Interests have not
      been registered under the Securities Act or under the securities laws of certain
      states and, therefore, cannot be sold, transferred, assigned, hypothecated,
      pledged, or otherwise disposed of unless they are registered under the
      Securities Act and under the applicable securities laws of such states, or
      an
      exemption from such registration is available, and Subscriber further
      understands it has no right to require that the Membership Interests be
      registered under the Securities Act;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (f) The
      Membership Interests for which the Subscriber hereby subscribes are being
      acquired solely for its own account and for investment only; the Membership
      Interests are not being purchased with a view to or for the resale,
      distribution, subdivision or fractionalization thereof and the Subscriber has
      no
      plans to enter into any contract, undertaking, agreement or arrangement for
      any
      such purpose; 

    


    (g) The
      Subscriber acknowledges that the Membership Interests, if certificated, will
      bear a restrictive legend prohibiting transfers thereof except in compliance
      with the Securities Act, other applicable state securities laws and the
      Operating Agreement and will not be transferred of record except in compliance
      therewith or exemption therefrom;

    


    (h) Subscriber
      represents to the Company that Subscriber is an “accredited investor” as defined
      in Rule 501 under the Securities Act.  

    


    (i) The
      Subscriber’s address set forth on the signature page of this Subscription
      Agreement is the Subscriber's true and correct residence address;
      and

    


    (j) The
      foregoing representations and warranties are true and accurate as of the date
      hereof, shall be true and accurate as of the date of the acceptance hereof
      by
      the Company and shall survive thereafter. If such representations and warranties
      shall not be true and accurate in any respect, the Subscriber will, prior to
      such acceptance by the Company, give written notice of such fact to the Company
      specifying which representations and warranties are not true and accurate and
      the reasons therefor.

    


    3. Indemnification.
      The
      Subscriber acknowledges that it understands the meaning and legal consequences
      of the terms, conditions, representations and warranties contained herein and
      that the Company is expressly relying upon the foregoing, and the Subscriber
      hereby agrees to indemnify and hold harmless the Company and any and all of
      its
      officers, employees, registered representatives, directors, or control persons
      of any such entity who was or is a party or is threatened to be made a party
      to
      any threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative or investigative, by reason of or arising from any
      actual or alleged misrepresentation or misstatement of facts or omission to
      represent or state facts made by the Subscriber to the Company concerning,
      without limitation, Subscriber, Subscriber's status as represented hereunder
      or
      Subscriber’s financial position in connection with the offering or sale of the
      Membership Interests, against losses, liabilities, claims, damages and expenses
      for which the Company or any of its officers, employees, registered
      representatives, directors, or control persons of any such entity have not
      otherwise been reimbursed (including attorneys’ fees, judgments, fines and
      amounts paid in settlement) as actually and reasonably incurred by such person
      or entity in connection with such action, suit, or proceeding. The indemnity
      provided hereunder shall extend to any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all expenses
      whatsoever reasonably incurred in investigating, preparing or defending against
      any litigation commenced or threatened or any claim whatsoever, and any and
      all
      reasonable attorneys’ fees, charges and disbursements in connection therewith)
      arising out of or based upon any false representation or warranty or breach
      or
      failure by the Subscriber to comply with any covenant or agreement made by
      the
      Subscriber herein or in any other document furnished by the Subscriber to any
      of
      the foregoing in connection with this Subscription Agreement.

    


    4. Conditions.
      

    


    (a) Subscriber's
      ownership interest in the Company shall be governed solely in accordance with
      the Delaware Limited Liability Company Law, and the Operating Agreement, each
      as
      currently in effect and as may be amended from time to time.

    


    (b) Except
      as
      provided in this Subscription Agreement and the Operating Agreement, the
      Subscriber agrees not to transfer or assign this Subscription Agreement, or
      any
      interest herein or in the Company, and further agrees that the assignment and
      transferability of the Membership Interests acquired pursuant hereto shall
      be
      allowed only in accordance the Operating Agreement and applicable
      law.

     

    5. Miscellaneous.

    


    (a) All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be delivered or mailed by first class mail or similar delivery service
      to
      the Subscriber at its address set forth below and to the Company at its address
      written above.

     

    
      
        
        

      

      
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    (b) 
      The
      validity, performance, construction and effect of this Agreement shall be
      governed by the substantive laws of the State of New York, without regard to
      the
      provisions for choice of law thereunder, except to the extent that the internal
      limited liability laws of the State of Delaware apply. The parties
      (i) agree that any legal suit, action or proceeding arising out of or
      relating to this Agreement shall be instituted exclusively in a State or Federal
      Court in the City of New York, County of New York, (ii) waive any objection
      which they may have now or hereafter to the laying of the venue of any such
      suit, action or proceeding, and (iii) irrevocably submit to the
      jurisdiction of any such court in any such suit, action, or
      proceeding.

    


    (c) This
      Subscription Agreement, together with the other agreements and documents
      referenced herein, constitutes the entire agreement between the parties hereto
      with respect to the subject matter hereof and may be amended only by a writing
      executed by all parties.

    


    (d) If
      the
      Subscriber consists of one or more persons or entities, each of the obligations
      of Subscriber hereunder shall be joint and several.

    


    (e) This
      Subscription Agreement may be severable and the invalidity or illegality of
      any
      portion hereof shall not affect the validity or legality of the remainder
      hereof.

    


    (f) This
      Subscription Agreement may be executed in one or more counterparts, each of
      with
      together shall constitute one and the same original instrument.

    


    (g) This
      Subscription Agreement, including without limitation the representations,
      warranties, acknowledgements, undertakings and indemnities given by Subscriber,
      shall survive the Closing. 

    


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    IN
      WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as
      of
      the 12th
      day of
      August, 2008, to be effective as of July 25, 2008.

    


    
      	
              Membership
                Interests:

            	 	 	 
	 	 	 	 
	
              SUBSCRIBER:

            	 	 	 
	 	 	 	 
	
              Print
                exact legal name:

            	 	 	 
	 	 	 	 
	
              Yitz
                Grossman

            	 	
              __________________________

            	 
	 	 	
              Social
                Security Number(s) or other

              Taxpayer
                Identification Number

            	 
	 	 	 	 
	
              Signature:

            	 	 	 
	
              __________________________

            	 	
              If
                Subscriber is more than one natural person with joint ownership interests
                (e.g., joint rights of survivorship) please provide below the legal
                name
                and taxpayer ID numbers for all such persons:

            	 
	 	 	 	 
	
              Address:
                

            	 	
              ___________________________________

            	 


    

     

    Subscription
      Accepted and Agreed as of this 12th
      day of
      August 2008:

    


    
      	
              BIOBALANCE
                LLC

            
	 	 
	
              By:
                

            	/s/Murry
              Englard
	
              Name:
                

            	Murry
              Englard
	
              Title:
                

            	Chief
              Executive Officer


    

    


    
      
        
        

      

      
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